<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: November 14, 1995
USAir Group, Inc.
(Commission file number: 1-8444)
and
USAir, Inc.
(Commission file number: 1-8442)
(Exact names of registrants as specified in their charters)
Delaware USAir Group, Inc. 54-1194634
(State of Incorporation USAir, Inc. 53-0218143
of both registrants) (I.R.S. Employer Identification Nos.)
USAir Group, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
(703) 418-5306
(Registrant's telephone number)
USAir, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
(703) 418-7000
(Registrant's telephone number)
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Item 5. Other Events
On November 13, 1995, USAir Group, Inc. ("USAir Group")
disseminated a news release in response to UAL Corp.'s ("UAL")
announcement that it would not pursue further talks about the
possibility of acquiring USAir, Inc. ("USAir"). USAir Group,
parent company of USAir, noted that it would continue its efforts
to transform USAir's route network and cut USAir's costs and that
the discussions with UAL, parent company of United Air Lines Inc.,
while important, were but one of several strategic alternatives
currently being examined.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Designation Description
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99 News Release dated November 13,
1995, of USAir Group, Inc. related
to UAL Corp.'s announcement that it
has decided not to pursue further
talks with USAir Group, Inc. with
respect to possible acquisition of
USAir, Inc.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrants have duly caused this report to be
signed on their behalf by the undersigned thereunto duly autho-
rized.
USAir Group, Inc.
Date: November 14, 1995 By: /s/ John W. Harper
---------------------------------
John W. Harper
Senior Vice President - Finance
and Chief Financial Officer
USAir, Inc.
Date: November 14, 1995 By: /s/ John W. Harper
---------------------------------
John W. Harper
Senior Vice President - Finance
and Chief Financial Officer
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EXHIBIT 99
USAIR STATEMENT ON UNITED AIRLINES DECISION
ARLINGTON, Va., November 13, 1995 -- USAir Group Inc. said
today that it will move ahead with plans to continue transforming
its network and cutting its cost structure.
"This industry will change in the years ahead; that is
inevitable," USAir Chairman and CEO Seth E. Schofield said. "And
this airline will be ready and fit to play a leading role in that
change."
"With our return to profitability, we now are able to focus
more closely on the transformation of our route structure and
continuing cost rationalization. These are the things that will
position us to remain in the ranks of the profitable. Our talks
with United, while important, were but one of several long-term
strategic alternatives being examined."
Schofield noted that one of the things that the recent round
of merger discussions made clear on Wall Street and elsewhere is
that the "USAir franchise is sound and has significant value."
"Business is good. Load factors are setting records month
after month. Our on-time record is in the industry's top tier.
And we have both the customer base and the technological and
management infrastructure to keep us in the forefront as industry
transformation takes place," Schofield said.
